MANAGEMENT’S DISCUSSION AND ANALYSIS AND …

1 MANAGEMENT S DISCUSSION AND ANALYSIS ANDCONSOLIDATED FINANCIAL STATEMENTSA scent Resources Utica Holdings, LLC As of December 31, 2017 and 2016 , and for the years ended December 31, 2017, 2016 and 2015. ASCENT RESOURCES UTICA HOLDINGS, LLCINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management s DISCUSSION and ANALYSIS of Financial Condition and Results of of Independent Registered Public Accounting Balance Sheets as of December 31, 2017 and Statements of Operations for the Years Ended December 31, 2017, 2016 and Statements of Member s Equity for the Years Ended December 31, 2017, 2016 and Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and to Consolidated Financial s DISCUSSION and ANALYSIS of Financial Condition and Results of Operations.

2 Our Management s DISCUSSION and ANALYSIS of our Financial Condition and Results of Operations (MD&A) should be read inconjunction with our consolidated financial statements and related notes, included herein. The following DISCUSSION and ANALYSIS containsforward-looking statements that involve known and unknown risks, uncertainties and assumptions. The forward-looking statements arenot historical facts, but rather reflect our future plans, estimates, beliefs and expected performance. In light of these risks, uncertaintiesand assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

3 Unless otherwise indicated or the context otherwise requires, references in this MD&A section to we , our and us referto Ascent Resources Utica Holdings, LLC together with its wholly-owned Ascent Resources Utica Holdings, LLC (ARUH) is an independent exploration and production company engaged in the acquisition,exploration and development of natural gas and oil properties in the Utica Shale of the Appalachian Basin. We are a wholly-ownedsubsidiary of Ascent Resources Operating, LLC (the Member), an indirect wholly-owned subsidiary of Ascent Resources, LLC (theParent). We were formed in 2013, by our private equity sponsors, primarily The Energy & Minerals Group (EMG) and First ReserveCorporation, to utilize our technical expertise to acquire and exploit assets in the Utica Shale.

4 Our asset base is concentrated in southernOhio, where we target primarily the Point Pleasant interval of the Utica Shale, one of the premier North American natural gas and oilshale plays. Our largely contiguous footprint of approximately 195,000 net acres lies within the core of the southern Utica Shale and, assupported by our drilling results and those of offset operators, offers development opportunities with predictable and repeatable productionprofiles, low breakeven costs and industry-leading rates of return. We have strategically assembled our position in the southern UticaShale because of advantageous geological and petrophysical characteristics, including significant overpressure, strong formation seals,favorable rock mechanics (fracturability) and low water saturations in this region, resulting in substantial hydrocarbons in place and wellresults that are among the most productive in the Utica Shale.

5 We are continuously focused on enhancing our drilling and completion techniques, minimizing costs and maximizing the ultimaterecovery of natural gas, oil and natural gas liquids (NGL) from our assets, with the goal of generating top-tier corporate-level success of our differentiated operational approach is evident in the results of our operated wells. For example, in October 2017, weachieved one bcfe per day of net production from only 185 gross (156 net) operated and Geographical InformationWe have one reportable operating segment in the United States and a single company-wide management team that administers allproperties as a whole rather than by distinct operating segments.

6 We measure financial performance as a single enterprise and not on ageographical basis. 2017 Highlights In November, we acquired and contemporaneously sold unproved leasehold and producing and non-producing natural gas and oilproperties located in the Utica Shale in Ohio in the following series of transactions: We acquired approximately 16,400 net acres, which included unproved leasehold and producing and non-producingnatural gas and oil properties (the Utica Acquisition), for a purchase price of $ million, subject to customary closingadjustments. Partial interests in these acquired assets were divested as described below.

7 We sold a partial interest in producing and non-producing natural gas and oil properties, which included certain propertiesacquired in the Utica Acquisition and other properties partially developed by us, for a sales price of $ million, subjectto customary closing adjustments (the Utica Divestiture). The proceeds were used to fund the Utica Acquisition and forgeneral corporate purposes. As part of the Utica Divestiture, we entered into a development agreement whereby the buyeris required to pay of our development costs (carried costs) for the development of 34 wells in exchange for our working interest.

8 As of December 31, 2017, the buyer had carried $ million of our associated developmentcosts. In conjunction with the joint venture participation agreement related to an area of mutual interest (AMI) with one of ourjoint venture partners, we sold 4,400 net acres, which included a partial interest in certain producing and non-producingnatural gas and oil properties and 3,270 net acres, which were acquired in the Utica Acquisition. Additionally, we sold1,130 net unproved acres within the AMI. The total sales price for this transaction was $ million, subject to customaryclosing adjustments. The consideration for the sales price was a reduction to our cash carry obligations to the joint venturepartner.

9 See Note 8, Joint Venture Commitments, of the notes to our consolidated financial statements for more detailsof this transaction. In November, we satisfied the remaining carry bank commitment related to one of our joint venture participation agreements. SeeNote 8, Joint Venture Commitments, of the notes to our consolidated financial statements for more details of this commitment. In October, we executed the first amendment to our $ billion revolving credit facility (2017 Credit Facility), which was establishedin April 2017 and replaced the existing credit facility ( 2016 Credit Facility). The borrowing base under the 2017 Credit Facilitywas increased from $ million to $ million and the sublimit for letters of credit was increased from $ million to$ million.

10 In August, we, together with Utica Minerals Development, LLC (UMD), acquired approximately 10,400 net acres of primarilyunproved leasehold in the Utica Shale in Ohio (the Acquisition Properties) for a purchase price of $ million, subject to customaryclosing adjustments. At closing, we received an undivided 25% interest in the Acquisition Properties for $ million with UMDreceiving the remaining undivided 75% interest in the Acquisition Properties. Pursuant to an agreement between us and UMD(the Earn-In Agreement), we can earn an additional undivided 25% interest in the Acquisition Properties from UMD by drillingand operating a designated set of wells on the Acquisition Properties and carrying 100% of UMD s drilling and completion costs(carried costs) of approximately $ million.